Ben Femm
by kitfoxpup
Summary: One boring evening, Ben is sitting in Dexter's lab, watching his friend hard at work trying to save a war. When Dexter finally decides that he's spent enough time working, he tries to help Ben... Only for Ben to suddenly turn into a- a girl! What will they do to fix this, and just how bad can things get? Rated K for insane comedy and shenanigans. One-Shot. Pure comedy.


**A/N: **I'm sorry this is so long, but it was too short for chapters to be honest, and it's not… THAT… Bad… If you think I should separate into chapters, let me know and I'll do it.

This idea was rolling my head for AGES after I saw a gender bent cosplay of Ben 10, and I just COULD NOT get it out of my head. So, TA-DAH! Completely unedited baby of said idea is BORN!

This is totally innocent and if anything seems like I'm leading to Yaoi, I promise you, I was trying REALLY FREAKING HARD not to do that. If I ever do write some weird boyXboy story of Dexter and Ben, it will be completely unrelated to my AU of FusionFall. This, however, is a spin off of the series that gives away NOTHING. NOTHING! Well. Almost nothing.

Read and Review!

**Disclaimer: I do not own Ben despite my absolute love of Ben. I do not own Dexter despite my absolute love of him. I do not own Sanae Hanekoma despite his utter douche baggy-ness. I don't own anything in here- probably not even the idea, haha.**

_**Ben Fem**_

Ben stood leaning against a crate of Gods only knew what, watching his friend type away at his super computer. Dexter was in billionaire genius mode, and he'd been going at it for hours, programming some new thing that would help everyone in some formerly-expected impossible way. Ben rolled his eyes, sighing and feeling no shame for the light pout he was wearing. As awesome as Dexter was for the universe…

Ben was hella bored.

"Dex…"

The clacking didn't stop, and Ben let out an even bigger sight, sliding down the side of the crates. He put his face in his hands, full-on boredom affect.

"You could just leave, Ben." Dexter's voice was unusual in and of itself; thick with a mysterious Russian accent that no one could explain (his parents and DeeDee sounded like normal Americans and Dexter was, in fact, born in the US), it got harder to understand him the more upset he got. When he was in the height of working, having stayed up for days on end, he was almost incomprehensible, as his exhaustion made it impossible to understand him.

"Then YOU'D be bored." Ben smirked, hopeful that Dexter would keep talking with him. It was another few minutes before the boy genius replied again.

"Why on Earth would I be so unentertained as to be calling myself Bored?" Dexter sniffed. "This is a massive project that I have been planning. I've been looking forward to getting started on this. I, Benjamin, am having fun."

Ben grinned; his friend's form of speaking was very funny to listen to, and Ben wasn't the only one who was constantly trying to get the boy to say as much as possible. It was a Dexter-only specialty, and Ben found that he quite enjoyed listening to Dexter's unique way of speaking just as much as he respected and appreciated how intent the boy could work- no sarcasm intended.

Ben was a sixteen year old teen with brown hair and blazing green eyes, and he constantly wore his favorite jacket, a green thing with white stripes and a patch with the number 10 sewed in on the left side. He wore a black shirt underneath and blue jeans, with well-worn sneakers. He was almost constantly smiling, and he was usually a source of the smiles that were sure to follow in his wake. Dexter's hidden grin at his friend's boredom was one such example.

Dexter was 15 years old, 5'3", and had blazing red hair. Many of his employees would quietly refer to the old stereotype that having red hair made your temper short and frightening, as Dexter's temper could be very short and he could be very frightening, though Ben knew him better. Dexter was a recluse; he didn't see people very often. It wasn't because he didn't like people, but because he was so intent on working and solving hundreds of mysteries and problems of the day. Dexter was the leading force of planet Earth, and there wasn't anything he couldn't do, Ben was sure of it. It was because of Dexter that they even had a chance at the war.

The war.

The War with Fuse had been going on for almost a year and half now, and while Earth's forces weren't dropping like flie, neither were Fuse's. Lord Fuse was a mysterious figure that stood behind the invading planet Fuse, a gloppy green mess that traveled the universe fusing itself with other planets and other sentient life forms. They could only be described as creatures with unending hunger, green and slimy and viscous beings that fused with anything they could get their mits on. When Fuse realized that Earth was different than his past endeavors (which usually crumbled within weeks, maybe months), he zeroed in on Earth's foremost heroes and began creating Fusion Mimics of them. He had no idea of knowing that the real reason Earth was standing against Fusion so well was only because of one girl who Ben had no idea, personally, how to deal with. Dexter seemed to know her very well, though Earth was doing its hardest to keep her concealed from Fuse's sights; she was being treated as a normal being, and fortunately she didn't stand out to much. Ben had only met her a handful of times, but supposedly she had gone into the future, seen what was going to happen, and had come back singed, battle-scarred, and rearing to get the word out to officials. It had been Dexter who had first backed her, and by extension his family the Powerpuff Girls. No one really knew who she was, and many figured she was a myth, something made up by the higher ups to make them sound all-knowing and ahead of the game.

Dexter gave a sigh and leaned back into his seat, rubbing his eyes for a moment.

"Perhaps I could take a break," he finally said, sounding a little hesitant. Ben knew very well that Dexter neither felt he needed one nor did he probably even want one, but he was giving in to Ben's partially unspoken request that they have fun.

"Whoo!" Ben said, immediately standing and grinning. "Thanks Dex!"

"IF," Dexter suddenly said, and he turned to face Ben wryly. "You help me test something."

"Uh," Ben said, backtracking slightly. "Well… Like what?"

"I've been doing some testing on that malfunctioning watch of yours," Dexter said, pushing away from the desk with the ultra massive computer screens covering almost the entire wall. He stood up from the chair, wobbled slightly, then caught himself. "I guess I have been sitting for a bit too long," Dexter said, frowning. He returned his attention to Ben. "I think I may have found the… Offending malfunctions."

"You mean there's something causing it?" Ben said, frowning, lifting his very special "watch" up to his face to inspect it. "I thought the Omnitrix was just on the fritz…" As if on cue, the watch face of the Omnitrix- an alien device that allowed Ben to change into a little over 10 different Alien species- flickered and made a sparking sound.

"Well… In essence."

Ben looked up sharply, and noticed that Dexter wasn't looking at him. He was adjusting his glasses, then his gloves, and then his coat, and then a second round. Something was bothering him, and he knew more about Ben's watch than he was letting on.

"Dex-"

"So I would like your assistance in testing the genetic magnifier, if you please," Dexter said, finally looking up at Ben with too-innocent eyes. "I just want to examine your DNA and how it is interacting with the watch."

"Dex, you know I can't let you-"

"I'm not examining the Omnitrix, Benjamin. I have no desire to. I'm a target enough as it is," Dexter added, rolling his eyes. "I just want to examine your DNA."

"If you say so, Einstein," Ben said, shrugging. He still got the feeling that Dexter was hiding something, but Dexter rarely ever hid the truth from people unless it was for a VERY good reason.

"Follow me." Dexter led the way deeper into the laboratory, his arms clasped behind his back. This section of the lab was well lit with lighting that closely resembled what it would be like were it lit naturally, from the outside world. Of course, it was almost 8 pm, and the sun was definitely not out right now.

The area that they were heading into housed quite a few volatile, light-sensitive chemicals and even more microscopes that offered their own lighting. As such, it was dim and lit with red flourescent lights in the floor. Dexter looked like he was completely unaffected by the lighting change and seemed to know exactly where to go, but Ben had to follow a little slower, blinking stupidly.

"Here."

Ben heard Dexter's voice a little ahead, and he stepped carefully to follow it. He stopped when he saw a massive microscope-looking machine, which didn't seem to have an examination platform or anywhere to put a slide for studying. Instead, it was pointed at him, and Ben could see a control panel attached near where Dexter was standing.

"Dex…"

"Just stand still, Ben. I have tested this multiple times on inorganic material. It won't harm you."

"Yeah…" Ben lifted an eyebrow, and watched as the microscope's lens starting to glow. It grew bright enough that Ben could no longer look at it, and he averted his eyes, feeling that this could only go wrong.

"Dex, I don't-"

A sudden, blinding light engulfed him, and Ben let out a startled cry as he was pushed hard enough to send him crashing to the floor.

"Ben?" Dexter sounded surprised, and the light died away. The small boy ran to his friend's side, seeming confused by what had happened.

Ben was lying on his side, his arms draped over his face and covering most of his person. Dexter's eyes widened as he noticed a slight change in his friend's form.

"That's- Ben?" He croaked, and a groan came from the disgruntled teen. Ben lifted his face-

And Dexter let out a very undignified squawk that sent him scrambling backwards in a motion that Ben had never seen before.

"Dex? What's-"

Ben froze. That wasn't his voice. He tried again. "Dexter-"

No. Wrong.

"What's- Why is my voice- It's so high pitched. It sounds… Like…"

Ben looked down. He stared. He put his hands first on his face… then his hair… and finally his chest.

"Dexter."

The redhead replied with something that sounded like a squeak of disbelief.

"My hair is long."

"Y-yes. It is."

"I sound like a girl."

"Well… That is debatable…"

"Dexter. I have BOOBS."

"… Y-Yes… I suppose… Um…"

"I'M A GIRL?!" Ben shouted, rising unsteadily to his feet. He wobbled unceremoniously and nearly fell over. "Oh my God- How do girls even move with these things?! They're like… Giant weights strapped to your chest! I CAN'T EVEN SEE MY FEET! Dexter, I'M GOING TO KILL YOU!"

"N-now, Ben," Dexter said, too shocked to laugh at his friend who was stumbling around comically. "I'm sure I can… Fix it."

"Oh no," Ben said, falling over, his… Her… Voice rippling with fury. It was kind of like his cousin Gwen's voice, actually, and his brown hair was long and flowing just like her's. In fact, he looked a lot like her… Just… Ben. "We're going to Professor Utonium!"

"Now hang on," Dexter said hurriedly, pushing up off of the floor now that his initial shock was fading. "I can fix this. It's just an unforseen-"

"YOU SAID YOU TESTED THIS!"

"You sound a bit like Gwen when she's yelling at you," Dexter said, smirking as the irony was not lost.

"Dexter, SO HELP ME-"

"I tested it on inorganic objects," Dexter reminded him. "Things that had no genders, or things that would show no change in a subtle swapping of the estrogen and testosterone levels."

"I'd rather the Professor worked on this," Ben hissed, having finally gotten the hang of his body. He was leaning over slightly, his long brown hair in his slightly more angular face, his green eyes narrowed. "You know. The Geneticist?"

"I suppose that makes sense," Dexter sniffed. He glanced at the microscope. "If I just had a couple hours to isolate the error in the programming of the microscope…"

"If you don't change me back now, I'm going to stick you under the microscope," Ben hissed, and Dexter figured he'd better call his father.

"I'll call the Professor," Dexter said hurriedly, trying to hide his amusement. "Would you like to stay here or-"

"CALL HIM." Ben snapped, and Dexter shrugged, walking away with an infuriatingly slow stept. Ben groaned in frustration, feeling dirty and horrified. He felt wrong in SO many ways, as his body was now in possession of things that he did not feel quite right thinking about. He was not a perverted person, but because certain… Bits… Were missing, and certain… Bits… Were added on, he couldn't help but think about them, and it was making him feel very dirty indeed.

"Kevin would be laughing so hard right now," Ben moaned, and the realiziation hit him. He couldn't let ANYONE know about this.

"DEXTER!" Ben roared, and he stumbled after the boy. Why were these things on his chest so damn BIG? Dexter had said his testosterone and estrogen levels had probably been flipped- he couldn't have THAT much testosterone that these things were this big! And why had it affected his hair?! He was pretty sure neither estrogen nor testosterone had anything to do with hair, or at least very little.

Dexter poked around the corner, Computress following him.

"I'm on hold," Dexter said, watching Ben walk slowly toward him with vague curiosity. It was clear that he was very interested in the side affects of his machine.

"NO ONE can find out about this," Ben stressed.

"Of course," Dexter said, but his voice was too innocent and it seemed like he was fighting a smile.

"Dex…" Ben said threateningly, his voice a mockery of Gwen's, but a face suddenly appeared in the holo-cube that was Computress's mode of communication. Instead of Professor Utonium's face, however, it was Mandy's, and Ben dove out of its line of sight. Dexter's face, for the most part, remained stoic and unchanging, though the corner of his mouth was slightly lifted.

"Dexter," Mandy snapped in greeting. "What's wrong?"

"Nothing, Mandy," Dexter said calmly. "May I ask where my father is?"

"He was forcibly removed from his office," Mandy said briskly. "Sanae determined that he'd been working too hard and he needed to go home."

"How long was my father in his office?" Dexter asked in mild surprise.

"He hadn't slept for more than three hours in four days, and he'd been in the office for around a week."

"Then I'm tempted to agree with Mr. Hanekoma."

"Last I checked, Sanae Hanekoma was headed for your lab."

Ben couldn't stop the horrified groan from escaping his mouth.

"Who was that?" Mandy asked, sounding surprised. The list of people Dexter let into his lab was very, very slim, and the only females on that list were his sisters. "Is Blossom there?"

"No," Dexter said calmly. "That is a responsive program I'm working on. So I'm assuming my father is at his home?"

"Yes, and you are not allowed-"

"To leave without an armed escort, yes, I know," Dexter said acidly. His opinion on that part of the deal between him and Mandy was very well known, and he disliked any sort of control imposed over him. Mandy, it seemed, was very appreciative of having control over everything, and his response _almost _made her smile.

"Talk to you soon," Mandy said, and Dexter waved at Computress, who terminated the call.

"Mr. Hanekoma will be here soon," Dexter said, referring to his homeschooling teacher, who was still enlisted for that job despite the raging war. He also somehow constituted as an armed guard, something Professor Utonium and Mandy had decided during a meeting with the thin, gangly man one day that Dexter was neither present for nor privy to. Despite his usual curiosity toward things, the fact that his father alone was very adimant on Hanekoma's ability to stand in for a full armed guard was enough to convince him, and he didn't question it. Much.

"I don't want anyone to see me," Ben whined, pushing up off of the floor. He stood straighter this time, seeming to have gotten rather used to the different anatomy of this body. He was looking anywhere but at himself.

"I need an armed escort to leave the premises," Dexter said, "and your Omnitrix shouldn't be counted on to protect you."

"Now wait just a-"

"Ben, no one will recognize you if you take off that jacket," Dexter interrupted, sounding impatient. "You were the one who wanted to my father specifically to fix this. You can leave your jacket here and we'll travel straight to my father's, no distractions, no shortcuts-gone-wrong. I promise."

"We have to stay away from Kevin and Gwen," Ben said desperately. "They'll recognize me easily."

"I'll see if I have some sunglasses around," Dexter said, rolling his eyes. "Stop being such a baby, Benjamin."

"I'M A GIRL!" Ben shouted in utter dismay, and Dexter snorted.

"You sure are acting like a little girl," Dexter said, and Ben shot him a murderous glance. "At least the Omnitrix still knows you're you," Dexter added, and he immediately regretted it.

"Oh my God," Ben said, looking like he was going to hyperventalate. "The Omnitrix! If I take off my Jacket, people will INSTANTLY know it's me!"

Dexter sighed and had to force himself not to rub his face in exasperation. Ben's pride was getting in the way… Then again, he suppoesed this was how Ben and Hanekoma felt every day when dealing with Dexter's own pride.

"I'm sure Mr. Hanekoma has-"

"Did I hear my name?" Came a voice from down the hall. Dexter turned to see Mr. Hanekoma walking toward him with an easy stride, hands in his pockets and a toothpick sticking out from his mouth. He was a very intellectual, artistic man, and as such looked like he belonged in a coffee shop. Rugged, always sporting a light stubble, and somehow maintaing a smug I-know-more-than-you-do expression, he was the only one who would freely and happily admit that while Dexter was smarter than him, he still had much to learn. He was also the only one (aside from Dexter's family and his closest friends, all two of them) who was allowed to say such a thing around Dexter and not be melted by the boy genius's nearly radio-active glare. He had originally been Dexter's first grade teacher, until unforseen events caused both of them to leave Pokey Oaks Elementary.

"Yes," Dexter said, turning bodily toward one of the few people that he respected more than himself. "Ben and I have met with a small problem."

"Problem?!" Ben shouted indignantly. "This is more like an emergency!"

"That's…" Hanekoma frowned, peering into the darkened area where Ben was still hiding. "That sounds like Gwen. Don't you mean-" He stopped as Ben stomped into the light, long brown hair, relatively large breasts, curvy figure and all.

Hanekoma stared. He blinked. He continued to stare.

"This must be a joke," he said, but Ben lifted his Omnitrix in a very hostile motion, having to bight back the urge to flip Dexter the bird.

"Dexter," Hanekoma said, trying to sound imposing and failing.

"It was an unforseen consequence," Dexter began but Ben practically hissed at his friend.

"I can see your… Ah… Problem, then," Sanae said awkwardly. "I'm assuming that Ben wants to see Professor Utonium?"

"For some reason, he doesn't want me to fix this."

"You'll find some way to prolong these affects so you can study them, and don't tell me that isn't what you were thinking," Ben snapped, as Dexter started to open his mouth. The red-headed teen paused, contemplated his thoughts, grinned and shrugged.

"I won't lie, this is extremely interesting," Dexter said, unable to hide his manic grin.

"Why don't you test it out?"

"You know you'll laugh at this after it's all done," Dexter snorted.

"Then let's hurry and get to the 'all done' part."

"Except we still seem to be missing a very important solution to a very unsolved issue."

"Like, apart from the fact that I'm a GIRL?"

"You can stop saying that, Benjamin. I am not blind. I was talking about your Omnitrix and your desire to remain undetected in your moment of very humorous-"

"DEXTER."

"As I was saying. You still require something to cover yourself with."

Ben seethed for a moment, before they both turned expectantly to Sanae Hanekoma. What they weren't expecting was his face of sheer bemusement, and his very obvious- and failed- attempt to hide his laughter.

"It's like watching a comedy unfold right in front of me," Hanekoma said, snorting with laughter.

"He needs a jacket," Dexter huffed, crossing his arms and ignoring Sanae's laughter.

"Sorry Red," Hanekoma said, using the nickname he had long ago given Dexter, referencing not only his hair color but his Russian accent, which Dexter seemed unable to hear (and was therefore unaware of the backwards meaning behind the moniker). Dexter had long since learned that nothing he said would stop Hanekoma from using it. "There's only one solution to that."

"I'm sure we'd all love to hear it," Dexter replied, raising an eyebrow expectantly.

"Obviously, Ben's jacket will be far too obvious."

"The point?" Ben said, scowling and looking very sassy as a female.

"I do not have a coat on me," Sanae said, grinning wickedly. It appeared that Dexter suddenly caught on, because he growled and tightened his crossed arms.

"Absolutely not."

"Do you see any other options, Dexter?" Sanae said, looking wickedly amused. "It is, technically, your fault."

"What is he talking about?" Ben said, throwing his arms up exasperatedly.

"He means for me to let you wear my lab coat," Dexter said, sounding very indignant and insulted. In response, Ben narrowed his eyes, crossed his arms, and waited expectantly, staring at Dexter.

"I see no problem with that," Ben said darkly. The fact that he sounded like Gwen added far more threat to the words.

"Absolutely not," Dexter objected, looking outraged. "I do not have any spares with me!"

"Then you will just have to do," Ben snapped, and he pulled off his own jacket. He hesitated, feeling a little bad. "Unless you want to wear mine."

"No thank you," Dexter snapped, but he seemed a little mollified at Ben's offer. This was technically his fault, and he supposed it made sense that Ben was afraid of Dexter further testing on him when in this predicament. Knowing Ben, the boy was probably feeling all sorts of perversion, unclean feelings, and Dexter knew how terrible that must feel. Sighing heavily, he pulled off his lab coat, his only means of protection to the outside world and its many particles of dirt. Without it, Ben had to take a double take. Sanae Hanekoma seemed unsurprised by his suddenly coatless student, but Ben had never seen Dexter without his signature scientist's lab coat. The boy genius was smaller and even shorter without the lab coat. Despite the fact that he had some muscle on him from working with such heavy equipment all the time, without the lab coat he was just… Small, and frail. Like a lost little boy… with an attitude sharper than a butcher's knife. Unaware of their surprise at his frailty, Dexter shoved his lab coat toward Ben, who hastily draped his over a nearby chair and accepted Dexter's lab coat, leaving it unbuttoned. To his surprise, it was large on him. Then he remembered that he was a chick.

"Thank you," Ben said awkwardly, and Dexter rolled his eyes.

"You'd better keep that clean," he barked, before turning sharply toward his teacher and mentor. "Can we please get this over with? I'm getting hives just thinking about it."

"Of course," Hanekoma said, wisely leaving the subject alone. He knew Dexter was referring to traveling outside without his usual source of protection.

The three of them headed for the front entrance, a pair of extraordinarily thick blast doors.

"I can't believe you don't have some sort of transport to get from here to your house," Ben said, his feminine voice filled with defeat.

"If there was a break in," Dexter explained, passing a card over the door and waiting as they slid noiselessly open, leading to the very pretty corridor beyond, "that passage could be far more troublesome than helpful. I had it dismantled and filled in about a month after Fuse first attacked," he added, and they walked down the hall toward the elevator.

Dexter had a taste for flair. This entire floor was modeled in his personal taste for over-fanciness, and the walls were made of basalt crystal- a stone usually formed in volcanic craters. It shone prettily in the same kind of naturalistic light that had been omnipresent in Dexter's lab.

The elevator slid down noiselessly, and they entered it, Ben praying that nobody would enter into the elevator on their way… Or be in the lobby… Or on the streets of Downtown… Or just anywhere, really.

"If we should face any danger," Dexter suddenly said, not looking at either Sanae or Ben, "there are two very small bracelets in my left coat pocket, Ben. I want you to pull them out- ONLY in the event of trouble," he added, "and put them on quickly. After that, you should be able to hit anything that poses a threat."

"What do they do?"

"Hopefully, I won't have to tell you."

"Ah."

They did not meet with anyone as they rose up to the street level, and Ben was beginning to think that someone upstairs was on his side. The elevator door opened, and Ben changed his mind. Mandy was probably the one looking out for him if his luck was THIS bad.

The lobby was incredibly full with people waiting to get into the elevator, people sitting around, and just living things in general. Most of them were kids, but there were some Imaginary Friends walking around, some sort of animals in scout's clothing, and Lord only knew what else. It looked like one of the guides for Mandy's Forces (which is what everyone called it, despite being labeled as Earth's Special Combined Unit) was standing right in front of the elevator, accompanied with at least fifteen of his troops. He wore a black knit cap that sort of resembled a sock, and he had a bright grin and a calculating gleam in his eyes that was somehow also kind and caring.

He stared in undisguised shock at the sight of Dexter, the master mind, owner, and creator of DexLabs and the entire building and war benefit, standing in the elevator before him. Ben felt himself freezing up, and nervously pulled the sleeve of Dexter's coat over his Omnitrix. Sanae gently pushed Ben forward as the teen attempted to melt into the elevator's walls, and Dexter strode out as if nothing were out of the ordinary, nodding in greeting to the boy, as Ben recalled that he was known as Double D.

The guide's head turned to look at Ben as he passed, and the poor kid thought he was going to melt through the floor when Double D started blushing.

"I've never s-seen you before," Double D said, and suddenly Dexter looked interested in tying his shoes. Ben tried to nudge him desperately, but Dexter appeared not to notice.

"Ah," Ben said, feeling extremely awkward. "I'm… new."

"Are you a friend of Mr. Dexter's?" Double D asked, ignoring the tugs of his followers as he continued to look in far-too-eager interest at Ben.

"I- sometimes." Ben was going to kill Dexter, who was still attempting to tie his shoes.

"Oh- are you… Ah…" Double D suddenly flushed bright red. "A-are you d-d-dating Mr. Dexter?"

Sanae (who seemed in no rush to step in and help either Ben or Dexter, and was probably enjoying this far too much) had to suddenly cough to cover up Dexter's sudden squawk of disgust.

"Oh God no," Ben said, far too hurriedly, and he tried to cover his tracks. Double D suddenly looked very hopeful. "I mean… I'm working for him. Er, with him. I'm… Helping with… Something very… Important."

"Really?" Double D said, still ignoring his group of impromptu warriors.

"Ah… Yes. And I should… Go." Ben pointed awkwardly, feeling horribly lame and stupid, and he turned to see Dexter was standing and looking anywhere else.

"I'm ready," Dexter said, sounding as awkward as Ben felt.

"Then let's go, kiddos," Sanae said easily. "Say good bye to your new friend Be-"

"GOOD BYE," Ben said, waving and practically shouting to cover up Sanae's near tragedy. He whirled around and practically shoved Dexter and Mr. Hanekoma toward the front entrance of DexLabs.

Ben had almost gotten halfway across the lobby when someone else stopped them.

"Dexter! What are you doing out of the lab?"

Ben groaned, easily recognizing that high pitched, overly-excited voice. It was a voice that was always located somewhere near to DexLabs, and it belonged to Hoagie Gilligan or, as he was more commonly known, Number 2 of the Kids Next Door Sector V.

"Number 2!" Dexter said, sounding as if Hoagie had been just the person he was looking for.

"Dexter," Ben said through gritted teeth, feeling as if he were being stared at. "I swear to God-"

"Oh- Hey," Number 2 suddenly said, and Ben looked up to see the slightly short, round boy staring at him in undisguised interest. "Who's this?"

"Ohmygod," a second voice, and Ben was horrified to see Number 3 pop up next to Number 2. Dexter suddenly seemed equally as unprepared for Kuki Sanban. "Dexter- you have a GIRLFRIEND?"

This was just about the worst thing either Dexter or Ben could have hoped for.

Everyone immediately turned to gawk at them, as Dexter's reclusivity was very well known amongst all of Earth's fighters.

"Wha- NO!" Dexter tried to say, waving his arms.

"We're just-" Ben tried to say.

"Oh, sillies," Number 3 giggled, as Number 2 gawked in open shock at both Ben (who was still taller than Dexter) and the world's smartest brainiac. Kuki continued in her loud, sing-song voice as she giggled and waved her arms- which were covered by a thick green sweater that seemed more like a dress- in the air, gathering even more attention. "You can't hide it! You even gave her your COAT! That's like… SUPER boyfriend-y!"

"Wow, Dexter, I didn't know you were such a sweet guy!" Number 2 said, grinning at him and clapping his hand on Dexter's shoulder in congratulations. "Way to go!"

"What's this Numbuh 5's hearin'? Dexter's got himself a GIRLFRIEND?"

It was a nightmare come true. Everyone was ignoring Dexter's and Ben's attempt to salvage the situation as Number 5 walked up, staring in ungisguised shock and interest. "No way. Numbuh 5's gonna tell EVERYBODY she knows!"

"No, please, DON'T!" Ben nearly shouted, feeling utter humiliation.

"I swear it's not like that," Dexter added. "He's just- I mean, she's just- SANAE WOULD YOU STOP YOUR TITTERING AND GET US OUT OF HERE BEFORE I FIRE YOU?!"

"You know you can't fire me, Red," Hanekoma said, but he relented. "Sorry, kids, show's over. We have a mission to complete. The cute couple have to leave."

Ben and Dexter looked about ready to murder Hanekoma, but the man just strolled out of the building, and Ben and Dexter followed as hurriedly as possible. Ben shoved his hands in the coat pocket, hoping to GOD that no one saw the Omnitrix.

"This is absolutely dreadful," Dexter snarled. "A horrible mistake."

"You're telling me," Ben growled. "I'm ALMOST regretting not letting you handle fixing this."

"Almost?! Everyone thinks I'm dating one of my best friends!" Dexter exploded, jabbing a finger at his teacher. "YOU didn't help matters any either, Sanae, and don't pretend like you have no inclination as to what I am addressing!"

"What on Earth could you be talking about?" Hanekoma smirked, and Ben and Dexter exchanged furious expressions.

"Let's just get to Professor Utonium's before this gets any worst," Ben said, flushing in humiliation. "Both of our reputations are about to strike out at this rate."

"If I still have any," Dexter groaned.

"As if I'd ever date you," Ben said suddenly, flipping his long brown hair indignantly. "You're totally shorter than-"

He stopped dead. Dexter had stopped just seconds before, staring at Ben in horror. Sanae kept walking, though he slowed a bit.

"I can't believe I just said that," Ben said, sounding truly horrified. "DEXTER. I'M GOING TO-"

"We don't have time for this," Dexter said, and he grabbed Ben's arm and hauled him along. "I'm going to pretend you didn't say that. Let's just move quickly and get to my father's before… Before you… Get worst."

"Ohmygod. I talked like… Like a girl…"

Before any of them could say anything, a sudden explosion behind them nearly sent them flying. Sanae was suddenly in front of Dexter, holding him steady, and Ben was whirling around, already pulling his sleeve back. They whirled around to see exactly what they had hoped they wouldn't.

Fusion Blossom and Fusion Utonium stood in a massive crater staring violently at Hanekoma, Ben, and Dexter, who stared back.

Fusion Utonium's disgusting tentacles suddenly appeared from his back, and a strange robotic voice emanated from somewhere on his person- probably an invention to help him speak, considering neither he nor Fusion Blossom had mouths.

"WE HAVE LEARNED THAT YOU HAVE ACQUIRED A MATE," it said, and Dexter and Ben groaned and cursed loudly.

"You've been a female for THIRTY. MINUTES," Dexter roared. "HOW DOES THIS EVEN HAPPEN?"

"WE WILL ACQUIRE THE FEMALE TO USE AS BARGAINING AND CONTROL," the Utonium Fusion promptly announced, and immediately followed suit in stepping forward. Instantly, Hanekoma slid in front of Dexter calmly, but for once it appeared that Dexter was not their target- or at least, not directly.

Whipping his arms free of the large, heavy lab coat, Ben didn't even look as he attempted to slam the Omnitrix down.

FZZT.

All three of them froze. Ben practically ripped the sleeve back to see a very dark, off-looking Omnitrix.

"Best. Day. EVER," he seethed, and he let the sleeves fall as he turned to face the quickly advancing fusions.

"The Fusions are here to kidnap Dexter's girlfriend!" They heard Number 3 suddenly shout. "We can't let them take away the love of Dexter's life! That would be like, SO mean!"

"This is gradually getting WORST and WORST," Ben groaned, and Dexter whipped around in time for Fusion Blossom to appear behind them. She attempted to whip out and make a grab for either Ben or Dexter, but she didn't get a chance. Hanekoma flipped around, his arm whipping out, and Ben briefly saw what looked like a pin in his fingers. Before he could question this, the Fusion Blossom was suddenly thrown viciously, violently, and painfully back like a rocket, flipping over and nearly dissolving in the strength of the impact. All the while, a cocky grin sat on Sanae Hanekoma's face.

"Check," Sanae drawled. Fusion Blossom was struggling to stand, and Fusion Utonium paused in his march forward as he watched Hanekoma in interest. Sanae flipped what was definitely a pin in his hand, and watched the Fusion anti-hero with less interest. Dexter stood beside him, looking oddly fierce without his lab coat.

"Dexter-" Sanae started to say, but a long green tendril suddenly slammed into his chest, and Hanekoma was shot flying backwards. The speed of the Fusion Utonium's creepy tentacles was incredibly alarming, and Ben and Dexter turned to face their adversary wearily.

Without any warning, the Fusion Utonium whipped out and smashed into the just-arriving column of Kids Next Door operatives, sending them to the floor, sprawled comically. Equally as quick, the tendrils whipped out and suddenly tightened around Ben's waist, flinging him into the air. Ben let out a shout that sounded much closer to a shriek in his new feminine voice, and some sort of primal need to protect awoke in Dexter and Hanekoma.

Dexter ripped a small silver wrench from his pants pocket, which quickly unfolded to reveal a massive weapon that looked exactly like a much thicker, heavier version of a wrench. Electricity coursed around the prongs of the wrench, and Dexter lunged forward, completely catching Professor Plutonium- as he was more commonly known as- off guard. Shocked, the green horror dropped Ben like a rock, and he hit the ground with a squawk. Sanae was next, whipping his hands out with a strange flash of what looked like fire, and the Plutonium was pushed back, his fusion mass rippling with the strength of Hanekoma's relentless attacks.

"AGH!"

Ben looked up from his dazed position on the ground to see that Fusion Blossom had recooperated, and had actually managed to hit Dexter while his back was turned. Suddenly remembering what Dexter had said oh so many levels below here, Ben shoved his hands in the pockets of Dexter's lab coat and found the two bracelets the boy had been talking out. He glanced at them, seeing what looked like blue and black metal bands, and slipped them on, surprised that they fit so easily. Without thinking he pushed up, flew at the Fusion Blossom about to pummel, shrieked a wordless war cry and punched her in the face.

Her face completely dissolved, and the Ben brought his other fist in to connect with the green anti-hero's stomach, and she completely and utterly dissolved. A pile of green goo was left at his feet, and when he turned he was amused to see that the not-completely-useless KND operatives were pummeling Professor Plutonium into a similar pile of much. Hanekoma was lifting Dexter up very carefully, and while the red haired boy looked dazed he didn't seem hurt.

"Dex!" Ben said, running over to examine his friend. The massive wrench lay next to the boy, but with a touch of his fingers it shrunk back to normal.

"Take the bracelets off," Dexter warned before Ben touched him, and the teen eagerly complied.

"What did these do?"

"If we live to see this horrible nightmare of a day through," Dexter groaned, "I'll be sure to tell you. Now let's just please get out of here before they-"

"Did you see Dexter try to save his girlfriend?!" Kuki Sanban shrieked from somewhere behind them. Ben wrenched Dexter to his feet and both teens hurriedly pushed a chuckling (and secretly relieved) Hanekoma back down the street, until they were jogging toward the Utonium household.

The day just could not get ANY worst.

XXXXXXXXXXXXXXXXX

The rest of the journey was uneventful, and they fortunately did not run into anyone on their way there. So it was that they arrived at the Utonium Household none-the worst for wear.

Dexter pounded on the door, looking very much the exhausted fighter.

"Father!" Dexter shouted, his voice a little hoarse. The door instantly flew open, and Dexter almost fell in. His father caught him, grabbing the boy's face and examining it with extreme worry.

"Has something happened?" He demanded, looking in both of Dexter's eyes.

"No, dad," Dexter said, sounding exasperated but secretly pleased with his adoptive father's administrations. "Look, we have a problem that we need your help with."

It was then that Utonium looked up, his large grey eyes worried on his very long, angular face.

Professor Utonium was a very well-known scientist that was father to not only his adoptive son, Dexter, but to his three super hero daughters, Blossom, Bubbles, and Buttercup. He had created the three girls by accident one night in his lab, and ever since then the trio of super girls had done nothing but make him proud and keep the armies of Fuse at bay.

"Who is this?" Utonium said, blinking as he looked at Ben. Before anyone could say anything, Utonium's jaw dropped. "Ben… Is that you?!"

"Thank God he's the only one who's recognized me," Ben said miserably.

"You sound just like your cousin," Utonium said in astonishment. "What… What happened?"

"A very long story," Dexter said, sounding as miserable as Ben. "My reputation is completely shot through."

"At least no one knew it was really Ben Ten behind this stupid chick body," Ben grumbled.

"Come in, come in," Utonium said hastily, stepping out of the way. "Dexter tell me everything. What did you do?"

"Welll…"

One concise exposition and story later, Professor Utonium sat staring in utter bewilderment at the very dirty, tired female-version of one of his son's closest friends. Ben Tennyson stared back, his… her… green eyes staring balefully at him.

"Please tell me you can fix this," Ben said.

"Of course," Professor Utonium said. "According to Dexter's calculations, it should just take another zap of that… Machine that he used to turn you back."

Both boys stared in absolutely horror at Professor Utonium as the implications of that statement sank in.  
"You mean…"

"We could have just stayed at the laboratory?!" Dexter finished, his accent elongating the word "laboratory" on all of its vowels.

"Well… Yes," Utonium said, sounding very amused. "As it is, I won't force you boys… erm, girl… to travel back and be further mortified. I have a similar machine here that, with a few tweeks, should be able to produce the same affect. I'll need your assistant with the calculations, Dexter. I know you have a photographic memory."

"Of course father," Dexter said tiredly. "I just want this to be over."

Two hours later, Ben was standing very dejectedly underneath a massive laser. It was similar in size and build to Dexter's massive magnifying machine, though it was clearly meant for laser purposes.

"Three… two… One…" Utonium said, and with a flash of white light Ben was thrown back to the floor once again, a strange tingling sensation filling his body. After a moment, Dexter was on the ground beside him.

"Please tell me that you once again possess suitable testosterone levels," Dexter begged.

"Dex… Shut up," a very tired, bemused, MALE voice said. Ben Tennyson sat up, very male, very dirty, and very much the same as he used to be. Green eyes glinted appreciatively at Dexter.

"You're right," he said, chuckling slightly. "Everything is funnier now that I'm back to normal."

Dexter smacked Ben on the shoulder, causing the slightly older boy to start laughing. After a moment of intense irritation, Dexter's face slowly softened, and he too began laughing. They sat there for a minute, just laughing, and Professor Utonium watched from behind the laser, Hanekoma standing beside him.

"You say that the Fusions knew almost instantly?" Utonium said softly to Sanae as he watched his son smiling and happy.

"Yes," Sanae replied. He was smiling, but it was a very fixed expression. "It was literally just after we'd left DexLabs."

"That can't be good, Sanae."

"No. It isn't."

Utonium sighed. "What am I going to do?"

"Start looking at the possible idea of a traitor?" Sanae suggested.

"The idea…" Dexter's father shook his head. "It can't be possible… Can it?"

"We won't know unless we look into the possibility," Sanae said pointedly, and Patrick Utonium rubbed his face tiredly.

"Why isn't anything ever as simple as just… Zapping a girl to turn her back into a boy?" Utonium asked, grinning sadly.

"Because life isn't as easy for us as it is for them," Sanae replied, and the smile on his face- while a little more sardonic- seemed real this time. "We can only watch and bask in their happiness and simplicity."

"I get the feeling that Ben will be simple for a very long time."

"Then Dexter has much to learn from him."

They stood and watched as Ben and Dexter laughed and joked, and finally Ben flopped over, still wearing his friend's coat. Dexter vehemently refused to take it back; it was filthy. Ben asked him about the bracelets, and for a moment, everything was as it should be.


End file.
